South Star Battery Metals Announces Closing of Tranche 2 of Oversubscribed, Non-Brokered Private Placement and Two-Year Extension of the BamaStar Landowners/Mineral Rights Agreement

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VANCOUVER, BC / ACCESSWIRE / March 5, 2024 / South Star Battery Metals Corp. ("South Star" or the "Company") (TSXV:STS)(OTCQB:STSBF), is pleased to announce that it has completed the successful closing of the second and final tranche of its oversubscribed, upsized non-brokered private placement (the "Private Placement") by issuing 2,485,209 Shares priced at C$0.72 per Share common shares (the "Shares"), for an additional gross proceeds of C$1,789,352. Proceeds from the Private Placement will be used for accelerating exploration, development, construction activities, as well as corporate G&A and general working capital requirements.

The Private Placement consists of issuing a total of 9,301,532 Shares priced at C$0.72 per Share for a total gross proceeds of C$6,697,119 (Refer to the Company's Press Releases dated December 14, 2023, January 26, 2024 and February 13, 2024). The Shares issued pursuant to the Private Placement will be subject to a four-month hold period. Closing of the Private Placement is subject to customary closing conditions, including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange. In connection with the second tranche, the Company paid $46,250 in cash and issued 44,452 Shares in equity as finder's fees.

A director and an officer of the Company participated in the Private Placement for an aggregate amount of $57,600. The transaction with the officer constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions under section 5.5(a) and section 5.7(1)(a) from the formal valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of the Units issued to the related party and the consideration paid by the related party under the Private Placement does not exceed 25% of Company's market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Private Placement, as the details of the participation by related party of the Company were not settled until shortly prior to closing of the Private Placement.